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Agreement  Between  the  Donors  and 

Managers  of  the  Vandei-bilt  Clinic 

and  the  Trustees  of  Coiumbia  College 


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Agreement 


BETWEEN 


THE   DONORS   AND   MANAGERS 


VANDERBILT  CLINIC 


THE  TRUSTEES  OF  COLUMBIA  COLLEGE 


CITY   OF  NEW  YORK 


Dated  January  9,   1896 


AGREEMENT,  made  this  ninth  day  of  January,  in  the 
year  One  thousand  eight  hundred  and  ninety-six,  between 

CoRNiJuus  Vandkrbilt,  W11.LIAM  K.  Vanderbilt,  Fred- 
erick W.  Vanderbilt  and  George  W.  Vanderbiet 
(hereinafter  called  "the  Donors"), 

parties  of  the  first  part ; 

Frederick  W.  Vanderbilt,  James  W.  McLanE,  M.D., 
WiELiAM  H.  Draper,  M.D.,  Charles  McBurney, 
M.D.,  and  George  M.  TuTTlE,  M.D.  (hereinafter  called 
"the  Managers"), 

parties  of  the  second  part ;  and 

The  Trustees  of  Columbia  College  in  the  City  oe 
New  York   (hereinafter  called  "Columbia  College"), 

party  of  the  third  part. 

Whereas,  the  Donors,  on  or  about  April  15,  1886,  sub- 
mitted to  the  Trustees  of  the  College  of  Physicians  and  Sur- 
geons (a  Corporation  then  existing  under  the  laws  of  the 
State  of  New  York)  certain  propositions  in  writing  which 
were  duly  accepted  by  resolution  of  said  Trustees;  and  by 
such  propositions  the  Donors  offered  to  give  to  said  Trustees 
the  sum  of  two  hundred  and  fifty  thousand  dollars,  and  out 
of  said  sum  to  erect  a  building  for  the  clinical  teaching  of  the 
said  College  of  Physicians  and  Surgeons  upon  the  land  owned 
by  the  said  College  and  also  to  furnish  and  equip  said  build- 
ing which  should  be  a  memorial  to  their  father,  William  H. 
Vanderbilt,  and  should  be  known  as  the  Vanderbilt  Clinic 
of  the  College  of  Physicians  and  Surgeons ;  and  the  Donors 
also  offered  out  of  said  sum,  upon  completion  of  the  said 
building,  to  provide  an  endowment  fund  for  the  support  of  the 
same,  upon  condition  that  the  management  of  said  building 
and  endowment  fund  should  be  under  the  direction  and  con- 
trol of  five  Managers  named  by  the  Donors  and  of  the  suc- 
cessors of  said  Managers,  to  be  elected  in  the  manner  pre- 
scribed in  the  said  written  propositions  of  the  Donors; 


And  where;as^  the  Donors  thereafter  submitted  to  the  said 
Trustees  of  the  College  of  Physicians  and  Surgeons  certain 
other  propositions  in  writing,  which  were  duly  accepted  by  a 
resolution  of  said  Trustees  adopted  on  or  about  February  4, 
1890,  whereby  the  mode  of  filling  vacancies  in  the  Board  of 
Managers  was  regulated,  and  other  provisions  of  the  agree- 
ment first  above  mentioned  were  modified ; 

And  whe;re;as,  the  building  which  the  Donors  proposed  to 
erect  was  thereafter  duly  erected  at  the  southeasterly  corner 
of  Sixtieth  Street  and  Tenth  Avenue  in  the  City  of  New  York 
on  land  of  the  said  College  of  Physicians  and  Surgeons,  and 
was  duly  furnished  and  equipped,  and  thereupon  the  sum  of 
$100,000,  or  thereabouts,  was  provided  by  the  Donors  as  an 
endowment  fund,  and  securities  representing  the  investment 
of  said  sum,  with  all  accumulations  and  additions  thereto,  are 
now  in  possession  of  the  Managers,  who  have  duly  applied  the 
income  thereof  to  the  support  and  maintenance  of  said 
Vanderbilt  Clinic ; 

And  whereas,  the  said  College  of  Physicians  and  Surgeons 
on  or  about  June  i,  1891,  by  authority  of  the  State  of 
New  York,  duly  granted,  conveyed,  assigned  and  transferred 
to  The  Trustees  of  Columbia  College  in  the  City  of  New  York 
all  its  real  and  personal  property  (including  said  Vanderbilt 
Clinic,  with  all  its  furniture  and  equipment)  ; 

And  whereas,  the  Donors  on  or  about  December  7th,  1894, 
submitted  to  Columbia  College  certain  propositions  in  writing 
which  were  duly  accepted  by  Columbia  College,  but  which 
were  subsequently  modified  by  an  instrument  in  writing 
signed  by  the  Donors  and  dated  February  4,  1895 ;  and  by 
said  propositions  (as  modified)  the  Donors  offered  to  con- 
tribute a  sum  not  exceeding  $350,000  in  all,  for  the  purpose 
among  others  of  enlarging  the  building  theretofore  known  as 
the  Vanderbilt  Clinic  and  of  furnishing  and  equipping  the 
same ;  and  the  Donors  have  up  to  the  day  of  the  date  of  this 
agreement  paid  to  Columbia  College  the  sum  of  $300,000  out 
of  the  said  total  of  $350,000,  and  are  ready  to  pay  the  balance 
whenever  requested  to  do  so; 


And  whereas,  in  the  instrument  first  above  mentioned  the 
Donors  stated  that  if  their  proposition  met  with  the  approval 
and  assent  of  the  Trustees  of  the  College  of  Physicians  and 
Surgeons  they  would  at  once  execute  the  necessary  legal 
papers  for  carrying  it  into  effect,  but  such  papers  have  not 
been  executed,  and  the  parties  hereto  are  desirous  of  now 
embodying  in  a  single  paper  the  various  agreements  recited 
above  and  of  executing  such  an  instrument  as  shall  effectually 
and  lawfully  provide  for  perpetually  carrying  out  the  inten- 
tions of  the  Donors,  and  shall  accurately  define  the  respective 
rights  and  duties  of  the  Managers  and  of  Columbia  College ; 

Now,  THEREFORE,  this  Indenture  witnesseth  as  follows : 

I.  The  Managers,  at  the  request  of  the  Donors,  do  hereby 
sell,  assign,  transfer  and  set  over  to  Columbia  College  the 
following  securities  and  money  constituting  the  principal  of 
the  endowment  fund  of  the  Vanderbilt  Clinic,  to  wit: 

PAR        ANNUAL 
VALUE.    INCOME. 

Michigan   Central  R.  R.  (Detroit  &  Bay   City  Div'n)  5% 

Bonds $100,000  $5,000 

Chicago  &  Northwestern  Ry.    4%  Extension  Bonds 10,000  400 

Canada  Southern  Ry.  Co.  2d  Mtg.  S%  Bonds 5,000  250 

$115,000    $5,650 

In  order  to  simplify  accounts,  it  is  agreed  that  for  the  pur- 
poses of  book-keeping  this  transfer  shall  be  considered  as 
made  on  January  i,  1896;  and  all  income  received  on  and 
after  that  day  shall  appear  in  the  books  of  the  Treasurer  of 
Columbia  College.  Columbia  College  agrees  to  have  and  to 
hold  the  securities  and  money  above  mentioned,  and  the  pro- 
ceeds thereof,  and  any  and  all  property  or  securities  which 
may  be  substituted  therefor,  as  and  for  an  endowment  fund 
for  the  Vanderbilt  Clinic ;  as  also  all  other  property  or  securi- 
ties or  money  which  may  hereafter  be  vested  in  Columbia 
College  by  gift,  grant,  devise  or  bequest  by  any  person  or 
persons  as  an  additional  endowment  for  said  Vanderbilt 
Clinic;  and  to  pay  over  all  the  interest  and  income  therefrom 


as  the  same  shall  be  collected  to  the  Treasurer  of  the  Board 
of  Managers  for  the  support  and  maintenance  of  said  Van- 
derbilt  Clinic,  it  being  expressly  agreed  by  the  parties  hereto 
that  the  receipt  of  such  Treasurer  shall  be  a  sufficient  voucher 
to  the  Treasurer  of  Columbia  College  of  the  proper  applica- 
tion of  such  interest  and  income.  Columbia  College  agrees 
to  keep  the  said  endowment  fund  invested,  and  it  shall  have 
the  right  to  invest  the  same  in  such  securities  or  property  as 
it  may  deem  most  expedient,  and  from  time  to  time  to  sell 
any  securities  or  property  now  or  hereafter  constituting  or 
included  in  the  endowment  fund  and  to  reinvest  the  proceeds 
as  it  shall  deem  best.  The  covenants  and  agreements  herein 
contained  shall  apply  to  any  and  all  proceeds  of  the  sale  of 
the  above  mentioned  securities  or  any  of  them,  and  to  all 
securities  or  property  into  which  the  above  described  securi- 
ties may  hereafter  be  converted  and  to  the  interest  and  income 
derived  from  such  proceeds  of  sale  or  from  such  substituted 
securities  or  property. 

2.  The  Donors  covenant  and  agree  that  the  original  Van- 
derbilt  Clinic  building  situate  at  the  southeasterly  comer  of 
Sixtieth  Street  and  the  Tenth  Avenue  in  the  City  of  New 
York,  being  about  one  hundred  feet  on  the  Tenth  Avenue 
and  seventy-five  feet  on  Sixtieth  Street,  is  and  shall  remain 
the  property  of  Columbia  College;  also  the  extension  of 
said  original  building  recently  erected  and  situate  on  the 
southerly  side  of  Sixtieth  Street  and  covering  the  ground 
between  the  said  original  building  and  the  College  buildings 
on  said  southerly  side  of  Sixtieth  Street,  being  about  sixty 
feet  in  front  on  Sixtieth  Street  by  one  hundred  and  two  feet 
in  depth;  and  also  all  furniture,  fixtures  and  equipment 
therein.  And  the  Donors  do  hereby  remise,  release  and  quit- 
claim the  said  land  and  building,  and  personal  property,  to 
Columbia  College  and  its  successors  forever. 

3.  Columbia  College  agrees  that  the  whole  of  the  buildings 
mentioned  and  described  in  Clause  2  of  this  agreement  shall 
forever  be  a  memorial  to  the  father  of  the  Donors,  the  late 
William  H.  Vanderbilt,  and  that  the  same  shall  be  known 
and  designated  as 


"Tut  Vande;rbilt  Clinic 
01?  THS  ColleJGe;  o^  Physicians  and  Surgeons." 

4.  Columbia  College  does  hereby  demise  and  lease  to  the 
Board  of  Managers  and  their  successors  (appointed  as  herein- 
after provided)  the  use  and  occupation,  free  of  rent,  for  the 
purpose  of  clinical  instruction  as  hereinafter  more  fully 
expressed,  the  whole  of  the  original  building  described  in 
Clause  2  of  this  agreement,  and  the  first,  second  and  third 
stories  of  the  addition  thereto  as  described  in  said  clause,  ex- 
cepting and  reserving,  however,  for  the  general  purposes 
of  Columbia  College,  the  fourth  and  fifth  stories  of  said 
addition.  Such  use  and  occupation  shall  continue  free  of 
rent  as  long  as  the  demised  premises  shall  be  maintained  and 
managed  in  the  manner  hereinafter  provided  without  cost  or 
expense  to  Columbia  College,  or  until  some  other  suitable 
building  for  the  purpose  shall  have  been  provided  by  Colum- 
bia College  as  required  by  Clause  8  of  this  agreement.  The 
Managers  and  Columbia  College  may  by  agreement  at  any 
time  or  times  hereafter  vary  the  terms  of  the  foregoing 
demise  so  far  as  relates  to  the  amount  of  space  leased  to  and 
put  under  control  of  the  Managers. 

5.  The  management  and  control  of  the  said  Vanderbilt 
Clinic  (that  is  to  say,  of  so  much  of  the  above  described 
buildings  as  may  not  be  reserved  for  the  general  purposes  of 
Columbia  College)  shall  forever  remain  under  the  direction 
and  control  of  the  Board  of  Managers,  which  now  consists  of 
the  following  named  persons  and  shall  hereafter  consist  of 
said  persons  and  their  successors,  to  wit: 

Fre:derick  W.  Vanderbilt,  one  of  the  Donors ; 

The  Dean  for  the  time  being  of  the  College  of  Physicians 

and  Surgeons  (the  said  office  being  now  filled  by  James 

W.  McLane,  M.D.)  ; 
William  H.  Draper,  M.D.,  representing  the  Trustees  of 

Columbia  College; 
Charles  McBurney,  M.D.,    and    George    M.    Tuttle, 

M.D.,  representing  the  Medical  Faculty  of  the  College 

of  Physicians  and  Surgeons. 


Vacancies  in  the  Board  of  Managers  shall  be  filled  by  the 
remaining  members  of  the  Board  as  follows : 

In  case  of  the  death,  resignation,  or  disability  of  Frederick 
W.  Vanderbilt,  the  Board  of  Managers  shall  fill  the  vacancy  so 
caused  by  the  election  of  such  person  as  the  surviving  Donors 
may  nominate;  upon  the  death  of  all  the  Donors,  in  case  of 
vacancy  the  Board  of  Managers  shall  elect  a  male  descendant 
of  William  H.  Vanderbilt  (the  father  of  the  Donors)  ;  and  in 
case  there  are  no  such  descendants,  then  the  Board  of  Man- 
agers shall  elect  a  person  of  their  own  nomination. 

In  case  of  the  death,  resignation,  or  disability  of  William 
H.  Draper,  M.D.,  the  Board  of  Managers  shall  fill  the 
vacancy  so  caused  by  the  election  of  a  member  of  the  Trus- 
tees of  Columbia  College, 

In  case  of  the  death,  resignation,  or  disability  of  Charles 
McBurney,  M.D.,  or  George  M.  Tuttle,  M.D.,  the  Board  of 
Managers  shall  fill  the  vacancy  by  the  election  of  a  member 
or  members  of  the  Faculty  of  the  College  of  Physicians  and 
Surgeons. 

If  the  member  of  the  Board  of  Managers  representing  the 
Trustees  of  Columbia  College  should  at  any  time  cease  to  be 
one  of  the  Trustees  of  said  College,  and  so  cease  to  represent 
that  body ;  or  if  either  of  those  representing  the  Faculty  of  the 
College  of  Physicians  and  Surgeons  should  at  any  time  cease 
to  be  a  representative  of  said  Faculty  either  as  Professor,  as 
Clinical  Professor,  or  as  Professor  Emeritus,  such  non-repre- 
sentation shall  constitute  a  disability  within  the  meaning  of 
this  instrument  and  the  vacancy  shall  be  filled  by  the  election 
of  a  new  member  in  the  manner  hereinbefore  provided. 

6.  The  Board  of  Managers  shall  have  the  entire  control 
and  management  of  the  Vanderbilt  Clinic  (that  is  to  say,  of 
so  much  of  the  above  described  buildings  as  may  not  be 
reserved  for  the  general  purposes  of  Columbia  College),  and 
shall  have  exclusive  power  to  make  the  necessary  rules  and 
regulations  for  conducting  the  business  thereof  and  for  pro- 
viding such  medical  and  other  attendance  as  shall  in  their 


judgment  be  requisite  for  the  care  and  treatment  of  patients 
coming  for  relief;  and  they  shall,  from  the  income  of  the  en- 
dowment fund,  provide  for  the  supplies,  service,  repairs,  and 
all  other  necessary  and  proper  current  expenses  of  said 
Vanderbilt  Clinic,  so  that  it  shall  in  no  way  be  a  burden  upon 
the  general  finances  of  Columbia  College ;  but  shall  have  no 
power  to  divert  the  use  of  said  buildings  (or  so  much  thereoi 
as  may  be  under  their  control)  from  clinical  teaching,  nor  to 
do  any  act  affecting  the  title  to  or  disposition  of  the  land  or 
buildings  above  described,  or  of  any  of  the  furniture  or  equip- 
ment thereof,  or  of  the  property  and  securities  constituting 
the  endowment  fund,  all  of  which  shall  at  all  times  be  vested 
in  and  belong  to  Columbia  College.  The  Board  of  Managers 
shall  have  the  direction  of  the  expenditure  of  the  income 
arising  from  the  said  endowment  fund  as  the  same  now  is  or 
may  hereafter  be  constituted,  and  of  all  other  income  which 
the  said  Vanderbilt  Clinic  shall  or  may  be  entitled  to  receive 
from  any  source  whatever.  The  Board  of  Managers  shall 
elect  or  appoint  a  suitable  person  to  be  the  Treasurer  of  the 
Vanderbilt  Clinic,  who  shall  collect,  receive,  and  receipt  for 
all  moneys  to  which  the  said  Vanderbilt  Clinic  is  entitled,  in- 
cluding the  income  of  said  endowment  fund,  and  shall  keep 
proper  books  of  account  both  of  receipts  and  disbursements ; 
and  the  Board  of  Managers  shall  render  to  Columbia  College 
an  annual  account  of  all  receipts  and  expenditures,  together 
with  a  report  of  the  administration  of  the  said  Vanderbilt 
Clinic,  and  of  the  number  of  persons  received  or  treated 
therein.  Such  accounts  shall  be  made  up  to  the  first  day  of 
July  in  each  year. 

In  case  the  Board  of  Managers  shall  have  any  surplus  in 
their  hands  at  the  close  of  any  fiscal  year,  they  may  in  their 
discretion  pay  the  same  over  to  Columbia  College  to  be  added 
to  and  invested  as  a  part  of  the  endowment  fund  of  the 
Vanderbilt  Clinic. 

7.  The  said  Vanderbilt  Clinic  shall  be  controlled  and  man- 
aged by  the  Board  of  Managers  in  such  manner  as  to  afford 
the  most  favorable  opportunities  to  the  students  in  the  College 


of  Physicians  and  Surgeons  for  general  clinical  instruction  in 
the  various  branches  of  medicine  and  surgery. 

8.  In  case  of  the  sale  or  other  disposition  of  said  buildings 
and  the  land  on  which  the  same  are  erected  and  of  the  removal 
of  the  College  of  Physicians  and  Surgeons  to  any  other  place, 
Columbia  College  hereby  covenants  and  agrees  to  apply  all 
the  proceeds  of  the  sale  of  the  said  buildings  and  their  furni- 
ture, and  equipment,  and  such  further  sum  as  may  be  neces- 
sary to  the  construction,  equipment  and  furnishing  of  similar 
and  suitable  buildings  for  general  clinical  instruction,  to  be 
always  and  at  all  times  maintained  in  connection  with  the 
College  of  Physicians  and  Surgeons  so  as  effectually  to  carry 
out  the  intent  of  the  Donors  in  erecting,  equipping  and  fur- 
nishing the  buildings  above  described. 

9.  Columbia  College  shall,  at  its  own  expense  and  without 
charge,  furnish  to  the  Vanderbilt  Clinic  a  proper  and  suf- 
ficient supply  of  electric  light  and  power,  heat  and  steam,  and 
shall  make  the  necessary  external  connections  and  maintain 
the  electric  plant  and  boilers  requisite  for  furnishing  the  same. 

10.  It  is  agreed  by  all  the  parties  hereto  that  Columbia 
College  is  and  shall  be  under  no  implied  obligation,  respon- 
sibility, or  liability  of  any  kind  whatsoever,  either  for  the 
maintenance,  support,  direction,  or  management  of  said 
Vanderbit  Clinic,  or  for  the  disbursement  of  income  paid  to 
its  Treasurer  or  otherwise;  but  that  all  and  every  obliga- 
tion, responsibility,  and  liability  assumed  by  Columbia  College 
shall  be  strictly  limited  to  such  as  are  hereinbefore  expressly 
and  in  terms  assumed  and  agreed  to  by  it. 

11.  The  words,  "The  College  of  Physicians  and  Surgeons," 
used  in  Paragraphs  numbered  5,  7  and  8,  shall  be  interpreted 
and  held  to  mean  the  institution  now  conducted  by  Columbia 
College,  and  not  the  corporation  heretofore  existing  and  men- 
tioned in  the  recitals  prefixed  to  this  Agreement. 

In  witness  whkrEoF,  the  parties  of  the  first  and  sec- 
ond parts  have  hereunto  severally  affixed  their 
hands  and  seals,  and  the  party  of  the  third  part 


has  caused  these  presents  to  be  executed  and  its 
corporate  seal  to  be  hereto  affixed  the  day  and 
year  first  above  written. 

In  the  presence  of 

G.  S.  Prince, 

Witness  as  to  Donors. 
Jas.  T.  Mulligan, 

Witness  as  to  Managers. 
J.  Gale  Needham, 

Witness  as  to  the  College. 


C.  Vanderbilt. 

[seal] 
Donor. 

W.  K.  Vanderbilt. 

[seal] 
Donor. 

F.  W.  Vanderbilt. 

[seal] 
Donor. 

Geo.  W.  Vanderbilt. 

[seal] 
Donor. 

F.  W.  Vanderbilt. 

[seal] 

Manager. 

James  W.  McIvAne, 

M.D. 

[seal] 

Manager. 

W.  H.  Draper,  M.D. 

[seal] 

Manager. 

Geo.  M.  Tuttle,  M.D. 

[seal] 
Manager. 

Charles  McBurney, 

M.D. 

[seal] 
Manager. 

The  Trustees  oe  Columbia  College  in  the 

City  oe  New  York,  by 

[seal] 

John 

B.  Pine, 
Clerk. 

10 

State  oi^  Ne;w  York,   -^ 
County  of  'Ntw  York,  Iss. : 
City  of  Ne;w  York,    J 

On  this  13th  day  of  January,  one  thousand  eight  hundred 
and  nine-six,  before  me  personally  appeared  Cornsi^ius  Van- 
DERBiLT,  William  K.  Vande;rbilt  and  George;  W.  Vander- 
BiLT,  to  me  known  and  known  to  me  to  be  the  individuals 
described  in  and  who  executed  the  foregoing  instrument,  and 
severally  duly  acknowledge  that  they  executed  the  same. 

Edgar  W.  Freeman, 

Notary  Public, 
New  York  County. 


State  oe  New  York,   ^ 
County  oe  New  York,  Us.  : 
City  oe  New  York,    J 

On  this  15th  day  of  January,  one  thousand  eight  hundred 
and  nine-six,  before  me  personally  appeared  Frederick  W. 
Vanderbiet,  James  W.  McLane,  M.D.,  Charles  McBurney, 
M.D.,  and  George  M.  TuTTlE,  M.D.,  to  me  known  and  known 
to  me  to  be  the  individuals  described  in  and  who  executed  the 
foregoing  instrument,  and  severally  duly  acknowledge  that 
they  executed  the  same. 

Jas.  T,  Mulligan, 

Notary  Public, 
N.  Y.  Co.  (158). 


II 

State  of  New  York,    ^ 
County  of  New  York,  \-  ss. : 
City  of  New  York,     J 

On  the  9th  day  of  January,  1896,  before  me  personally 
appeared  John  B.  Pine,  to  me  known  and  being  by  me  duly 
sworn,  deposed  and  said  that  he  resided  in  the  City  of  New 
York,  and  was  the  Clerk  of  The  Trustees  of  Columbia  College 
in  the  City  of  New  York,  one  of  the  parties  described  in  and 
who  executed  the  foregoing  instrument;  that  the  seal  affixed 
to  such  instrument  was  their  corporate  seal  and  was  by  him 
affixed  thereto  by  their  authority,  and  that  he  subscribed  his 
name  thereto  by  like  authority. 

J.  GaeE  Needham, 

Notary  Public, 
N.  Y.  Co. 

Approved — Seth  Low, 

President. 
Approved  by  Finance  Committee, 

Geo.  G.  Whee;eock,  Sec'y. 


COLUMBIA  UNIVERSITY  LIBRARY 

This  book  is  due  on  the  date  indicated  below,  or  at  the 
expiration  of  a  definite  period  after  the  date  of  borrowing, 
as  provided  by  the  rules  of  the  Library  or  by  special  ar- 
rangement with  the  Librarian  in  charge. 


DATE  BORROWED 

DATE  DUE 

DATE  BORROWED 

DATE  DUE 

C28(Z39)M100 

M-R747.C7 

Columbia -i: 

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